Please Read This Agreement Carefully In Its Entirety. By Clicking The “i Agree” Option Or By Installing, Copying, Accessing Or Otherwise Using All Or Any Portion Of This Software, You Agree That You Have Read And Understand And Further Agree To Be Bound By All Of The Terms And Conditions Of This Agreement. If You Do Not Agree To These Terms, Please Press The “cancel” Option And Do Not Install, Copy, Access Or Otherwise Use The Software.

This End User License Agreement (this “Agreement”) is a legal agreement between you (either an individual or an entity, “You”) and Spectro Scientific, Inc. (“Spectro”) for the use of Spectro’s software provided herewith, together with any updates, upgrades, printed materials, “online” or electronic documentation, and associated media (including CDs and DVDs) (collectively, the “Software”). You and Spectro may be referred to herein individually as “Party” and collectively as “Parties.”

1. Rights Granted : Subject to the terms and conditions of this Agreement, Spectro grants to You a non-exclusive, non-transferable, non-sublicenseable, royalty-free, revocable right during the term of this Agreement to use the Software listed in the order form pursuant to which the Software was provided to You (the “Order Form”) for Your own internal business or evaluation purposes for no more than the numbers of servers, policies, and users specified in the Order Form. You may not use the Software except as expressly granted herein. All rights not expressly granted to You are reserved to Spectro.

2. User Obligations : You acknowledge that You or Spectro may be required on a periodic or as-needed basis to apply updates or reinstall the Software to address security, interoperability or performance issues. Also, You may be required to provide access to Spectro or its designee to log data, bug reports and other information generated by the Software for the purposes of furthering development of the Software. All such information will be treated as Confidential Information pursuant to Section 5 of this Agreement. In no event will You bear any responsibility or liability to Spectro for failure to detect or notify Spectro of any problem with the Software. Spectro will have no obligation to provide updates or upgrades to the Software, except as specified in the Order Form.

3. Ownership and Usage : You acknowledge that the Software is proprietary to Spectro and is protected under copyright and other intellectual property laws. Spectro and its licensors own and will retain ownership of all right, title, and interest in and to the Software, including associated intellectual property rights under copyright, trade secret, patent, or trademark laws. Except for the limited, revocable license granted to you herein, this Agreement does not grant you any ownership or any rights or interest in or to the Software or any other intellectual property rights of Spectro, whether by implication, estoppel, or otherwise. You may use the Software solely in object code form. You will not, and will not permit or encourage others to: (a) modify, publish, translate, reverse engineer, reverse compile, disassemble, create derivative or collective works from the Software or any portion thereof; (b) copy the Software; (c) resell, lease, sublicense, or otherwise distribute or grant access to the Software; (d) create malicious software products, tools, designs, instructions or the like that negatively impact the Software’s performance, functionality, or interoperability with other applications; (e) circumvent any technological measure that controls access to the Software or any part of the Software; or (f) remove or obfuscate any proprietary notices or labels on the Software. You agree that all rights, title and interests in and to any ideas, modifications, enhancements, improvements, inventions, works of authorship or any other suggestions You or, if an entity, your personnel proposes, creates, conceives, authors or develops relating to the Software and all embodiments thereof and intellectual property rights therein and thereto (collectively, “Suggestions”) are hereby assigned to Spectro and will be the sole and exclusive property of Spectro.

4. Data Rights : You are responsible for the accuracy and contents of the Customer Data entered into the Software. You grant to Spectro, its affiliates, employees, contractors, and agents a non-exclusive right to process Customer Data solely to provide and support the Software. You acknowledge and agree that the Software may be used to transmit, collect, access, manage, and display Customer Data and that Customer Data may be stored, aggregated, and processed by Spectro, as well as its affiliates, employees, contractors, and agents, in connection with providing and improving the Software and its related services. Spectro may create analyses utilizing, in part, Customer Data and information derived from Your use of the Software. If Customer Data includes Personal Data then the Parties: (a) shall, to the extent applicable or necessary, comply with Data Privacy Law, each acting as a Data Controller in respect of its processing of the Personal Data; and (b) hereby enter into the European Commission standard contractual clauses for the transfer of Personal Data to third countries (approved on December 27,2004 (2004/915/EC) and attached hereto as Exhibit A) covering all relevant Personal Data transfers outside the European economic area required for the performance of this Agreement, or have in place an alternative mechanism for the transfer of Personal Data to ensure that the transfer of Personal Data outside the EEA is done in accordance with Data Privacy Law. “Data Privacy Law” means the General Data Protection Regulation 2016/679 (GDPR), and any other law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding instrument which: (a) supplements the GDPR and/or (b) relates to the privacy or protection of Personal Data (in each case as amended, consolidated, re-enacted or replaced from time to time). The term “Personal Data” and “Data Controller” shall have the meanings assigned to them in the GDPR. “Customer Data” means any content, materials, data and information that: (a) You or your users enter into, provide to, is generated by or collected from the Software, including, (1) user account identifying information (such as name, user name, password and email), (2) asset identifying information (such as type of vehicle), and (3) data and information collected from fluid analysis instruments (such as oil viscosity and composition); or (b) You or your users derive from use of the Software (such as customer-specific reports). Customer Data will not include [Spectro Confidential Information].

5. Confidentiality :Each Party will protect and keep confidential all [Confidential Information] that is disclosed to it by the other, including the Software, your evaluation of the Software, information shared in support of the Software, and other non-public information marked as confidential. Each Party will not, except as may be authorized in writing by the other Party or to the extent required to comply with applicable law, disclose any Confidential Information of the other Party to any third party, and will not use such Confidential Information of the other Party except as required to render, use, or improve the Software as contemplated in this Agreement. Upon termination of this Agreement, at either Party’s request, the other Party will return all tangible materials that contain any Confidential Information of the other Party. “Confidential Information” means any information (in whatever form, including written, oral, or stored in any information storage and/or retrieval medium or device) that the disclosing party treats as confidential or proprietary for the time being confidential to the disclosing party, and will not include any information which a Party can demonstrate: (a) was previously known to the other Party; (b) is or becomes publicly available, through no fault of such other Party; or (c) is disclosed to such other Party by a third party having no obligation of confidentiality to the Party which originated the Confidential Information.

6. Intellectual Property Indemnification : Spectro will defend, indemnify and hold You harmless from and against any and all damages, liabilities, costs and expenses incurred by You as a result of any claim, judgment or cause of action that alleges that the Software infringes: (a) any U.S. patents; (b) copyrights; (c) trade secrets; or (d) other intellectual property rights of any third party; provided, however that You promptly notify Spectro of any such claim, give Spectro complete control of the defense of such claim, and provide reasonable assistance to Spectro in the defense of such claim where requested by Spectro. Should the Software become the subject of a claim of infringement, Spectro may, at its sole discretion replace, substitute, or terminate your use of the infringing software. Spectro will have no obligation for any claim of infringement that results from your alteration, modification or use of the Software for any purpose other than for which it is intended.

7. Limited Warranty : Spectro warrants that for a period of sixty (60) days from the date of installation (the “Warranty Period”) that: (a) the media on which the Software is furnished will be free of defects in materials and workmanship under normal use; and (b) the Software will operate substantially in conformance with its documentation. If, during the Warranty Period, the Software does not operate substantially in conformance with its documentation, You may return the Software to Spectro, and Spectro, in its sole discretion, will either repair, replace, or any refund subscription or license fees paid under this Agreement. Except For The Foregoing, Spectro’s Software, Including Third Party Software Included Therein, Is Being Provided “as Is”, With All Faults, And Without Warranties Of Any Kind, Whether Express, Implied Or Arising By Custom Or Course Of Trade Or Performance. Spectro And Its Licensors Specifically Disclaim The Implied Warranties Of Title, Noninfringement, Merchantability Or Of Fitness For A Particular Purpose. There Is No Warranty Or Guarantee That The Software And The Applications That It Interoperates With Will Operate In Your Environment, Uninterrupted Or Error-free. You Accept The Entire Risk Of The Accuracy, Reliability, Security, Or Other Performance With Respect To Your Use Of The Software. No Oral Or Written Information Given By Any Person Will Create A Warranty In Any Way Whatsoever Relating To Spectro And/or Its Licensors.

8. Limitations : Under No Circumstances Will Spectro, Including Its Directors, Employees, Licensors, And Agents, Be Liable For: (A) Any Loss Or Damage Resulting From Breach Of The Software’s Security; (B) Any Unauthorized Use Of Any Content By Any Person; Or (C) Any Use Of The Software To Develop, Distribute Or Use Any Material That Is Defamatory, Slanderous, Libelous Or Obscene, That Violates Or Infringes Any Third Party's Rights; (D) Any Invasion Of Any Right To Privacy From Your Use Of The Software; Or (E) Any Use Of The Software That Results In Any Violation Of Any Foreign, Federal, State Or Local Statute By Virtue Of Such Use. To The Maximum Extent Permitted By Applicable Law, In No Event Will Spectro, Spectro’s Directors, Employees, Licensors, And Agents Be Liable For Any Special, Incidental, Indirect, Tort (Including Any Damages Resulting From Claims Of Defamation, Libel Or Slander) Or Consequential Damages (Including Any Damages Resulting From Loss Of Use, Loss Of Data, Loss Of Profits, Loss Of Business) Arising Out Of Or In Connection With The Use Of The Software Or This Agreement, Even If You Have Been Advised Of The Possibility Of Such Damages. In No Event Will The Combined Aggregate Liability Of Spectro, Spectro’s Directors, Employees, Licensors, And Agents To You Arising Out Of Or In Connection With The Software Or This Agreement Exceed The Fees Actually Paid To Spectro For The Software In The Twelve (12) Month Period Prior To The Event Giving Rise To The Claim Upon Which Liability Is Based.

9. Term and Termination : The term of this Agreement and the license granted herein will be from the date Spectro ships the Software to You to the term date specified in the Order Form. Either Party may terminate this Agreement for breach of the Agreement with thirty (30) days notice to the non-breaching Party provided that such breach remains uncured over such period. Upon the termination of this Agreement, You will immediately cease and desist from all use of the Software and will return or, at Spectro’s request, destroy at Your cost, all copies of the Software. Termination of this Agreement does not release You of any obligations for Payments due prior to the date of termination or Your confidentiality obligations provided herein. All provisions, including Section 5, of this Agreement survive termination of this Agreement and remain in full force and effect to the extent necessary to give effect to their meaning.

10. Government End Users :The Software was developed solely at private expense and contains proprietary data belonging to Spectro and its licensors. Any Software provided to U.S. Government agencies is provided with “Restricted Rights”, and supporting documentation and data to such Software is provided with “Limited Rights”, both as defined in FAR 52.227-14, Alternate III. Use, duplication or disclosure of the Software is subject to restrictions set forth in the Commercial Computer Software -- Restricted Rights clause at FAR 52.227-19. For U.S. Department of Defense agencies, the Software is subject to restrictions for commercial computer software, commercial computer software documentation, and technical data pursuant to DFARS 52.227-7015 and DFARS 227.7202.

11. Conflict with Order Form : The terms of this Agreement shall be subject to the terms of the Order Form and any ancillary agreements required thereby, including any software license agreement related to the Software entered into between the Parties in connection with the Order Form. In the event of any conflict between the terms of this agreement and the terms of the Order Form or any such ancillary agreement, the terms of the Order Form or such ancillary agreement, as appropriate, shall govern.

12. General Provisions :  The terms and conditions contained in this Agreement may not be modified except in writing signed by authorized representatives of the Parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable, and such holding will not impair the validity, legality or enforceability of the remaining provisions. The failure by Spectro to insist upon or enforce strict performance of any provision of this Agreement will not be construed as a waiver of any provision or right of Spectro. This Agreement will be governed by the laws of the United States of America and the Commonwealth of Massachusetts, without regard to its conflict of law principles. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. All notices required or permitted under this Agreement will be made in writing and will be sent by facsimile, courier service or personal delivery to Spectro.